SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         ------------------------------

                                    FORM 10-Q


           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                    For the quarter ended September 30, 2000

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        Commission File Number 333-33572
                                 --------------


                        DIAMOND TRIUMPH AUTO GLASS, INC.
             (Exact name of registrant as specified in its charter)


            DELAWARE                                           23-2758853
  (State or other jurisdiction of                            (I.R.S. Employer
  incorporation or organization)                            Identification No.)

                220 DIVISION STREET, KINGSTON, PENNSYLVANIA 18704
          (Address, including zip code of principal executive offices)

                                 (570) 287-9915
                     (Telephone number, including area code)

                          Indicate by check mark whether the  registrant (1) has
              filed all  reports to be filed by  Section 13 or Section  15(d) of
              the  Securities  and Exchange Act of 1934 during the  preceding 12
              months  (or for  such  shorter  period  that  the  registrant  was
              required to file such  reports),  and (2) has been subject to such
              filing requirements for the past 90 days. Yes [X] No [ ]

                          As of November 10, 2000,  there were 1,000,000  shares
              outstanding of Diamond's  Common Stock ($.01 par value) and 35,000
              shares  outstanding  of Diamond's  Series A 12% Senior  Redeemable
              Cumulative Preferred Stock ($.01 par value).

<PAGE>

                        DIAMOND TRIUMPH AUTO GLASS, INC.
                                    Form 10-Q
                    For the Quarter Ended September 30, 2000

                                      INDEX

                                                                       Page No.
                                                                       --------
     Part I.     Financial Information

                 Item 1.  Financial Statements

                          Condensed Balance Sheets -
                              September 30, 2000 and December 31, 1999....... 3
                          Condensed Statements of Operations -
                              Three Months Ended
                              September 30, 2000 and 1999.................... 4
                          Condensed Statements of Operations -
                              Nine Months Ended
                              September 30, 2000 and 1999.................... 5

                          Condensed Statements of Cash Flows -
                              Nine Months Ended
                              September 30, 2000 and 1999.................... 6
                          Notes to Condensed Financial Statements............ 7

                 Item 2.  Management's Discussion and Analysis of Financial
                          Condition and Results of Operations................ 8
     Part II.  Other Information

                 Item 6.  Exhibits and Reports on Form 8-K...................13
                          Signature..........................................14


                                       2

<PAGE>

<TABLE>
<CAPTION>

                                     PART I
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                        DIAMOND TRIUMPH AUTO GLASS, INC.
                            CONDENSED BALANCE SHEETS
                             (Dollars in Thousands)

                                                        September 30, 2000      December 31, 1999
                                                        ------------------      -----------------
                                                           (Unaudited)
ASSETS
Current assets:
<S>                                                                  <C>                  <C>
  Cash and cash equivalents                                          $35                  $94
  Accounts receivable, net                                        16,044               10,895
  Other receivables                                                  321                  189
  Inventories                                                     12,519               12,620
  Prepaid expenses                                                 1,204                  962
  Deferred income taxes                                            3,081                3,081
                                                               ---------             --------
Total current assets                                              33,204               27,841
                                                               ---------             --------
Equipment and leasehold improvements, net                          6,256                7,693
Deferred loan costs and senior notes discount, net                 6,308                7,502
Deferred income taxes                                             41,554               44,082
Other assets                                                         395                  401
                                                               ---------             --------
Total assets                                                     $87,717              $87,519
                                                               =========             ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Accounts payable                                                $8,748               $7,950
  Accrued expenses:
      Payroll and related items                                    3,795                3,314
      Accrued interest                                             4,630                2,363
      Accrued income taxes                                         1,208                1,216
      Other                                                          554                  362
                                                               ---------             --------
Total accrued expenses                                            10,187                7,255
                                                               ---------             --------
Total current liabilities                                         18,935               15,205
                                                               ---------             --------
Long-term debt:
  Credit facility                                                      -                7,500
  Senior notes                                                   100,000              100,000
                                                               ---------             --------
Total long-term debt                                             100,000              107,500
                                                               ---------             --------
    Total liabilities                                            118,935              122,705
                                                               ---------             --------
Series A 12% senior redeemable cumulative
      preferred stock - par value $0.01 per share;
      authorized 100,000 shares; issued and outstanding
      35,000 shares in 2000 and 1999, at liqudation
      preference value                                            47,037               43,046
                                                               ---------             --------
Stockholders' equity (deficit):
Common stock, 2000 and 1999 par value $0.01 per share;
      authorized 1,100,000 shares; issued and outstanding
      1,000,000 shares                                                10                   10
Additional paid-in capital                                        48,756               52,747
Retained earnings (accumulated deficit)                         (127,021)            (130,989)
                                                               ---------             --------
    Total stockholders' equity (deficit)                         (78,255)             (78,232)
                                                               ---------             --------
Total liabilities and stockholders' equity (deficit)             $87,717              $87,519
                                                               =========             ========
</TABLE>

                  See notes to condensed financial statements


                                       3

<PAGE>

                        DIAMOND TRIUMPH AUTO GLASS, INC.
                 CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
                             (Dollars in Thousands)

                                            Three Months        Three Months
                                                Ended              Ended
                                          September 30, 2000  September 30, 1999
                                          ------------------  ------------------
Net sales                                       $48,628            $43,848
Cost of sales                                    14,806             13,638
                                               ---------           --------
Gross profit                                     33,822             30,210

Operating expenses                               29,086             26,730
                                               ---------           --------

Income from operations                            4,736              3,480

Other (income) expense:
     Interest income                                 (8)               (16)
     Interest expense                             2,577              2,766
                                               ---------           --------
                                                  2,569              2,750
                                               ---------           --------

Income before provision for income taxes          2,167                730

Provision for income taxes                          862                292
                                               ---------           --------
Net income                                        1,305                438

Preferred stock dividends                         1,370              1,217
                                               ---------           --------
Net (loss) applicable to common stockholders       ($65)             ($779)
                                               =========           ========

                   See notes to condensed financial statements


                                       4

<PAGE>

                        DIAMOND TRIUMPH AUTO GLASS, INC.
                 CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
                             (Dollars in Thousands)

                                             Nine Months        Nine Months
                                                Ended              Ended
                                          September 30, 2000  September 30, 1999
                                          ------------------  ------------------

Net sales                                         142,446          $128,621
Cost of sales                                      44,077            39,708
                                                 --------          --------
Gross profit                                       98,369            88,913

Operating expenses                                 82,924            75,889
                                                 --------          --------
Income from operations                             15,445            13,024

Other (income) expense:
     Interest income                                  (52)              (28)
     Interest expense                               8,060             8,284
                                                 --------          --------
                                                    8,008             8,256
                                                 --------          --------
Income before provision for income taxes
      and extraordinary loss on
      extinguishment of debt                        7,437             4,768

Provision for income taxes                          2,965             1,907
                                                 --------          --------
Net income before extraordinary item                4,472             2,861

Extraordinary loss on extinguishment
      of debt, net of income taxes of $336            504                 -
                                                 --------          --------
Net income                                          3,968             2,861

Preferred stock dividends                           3,991             3,546
                                                 --------          --------
Net (loss) applicable to common stockholders         ($23)            ($685)
                                                 ========          ========


                   See notes to condensed financial statements


                                       5

<PAGE>

                        DIAMOND TRIUMPH AUTO GLASS, INC.
                 CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                             (Dollars in Thousands)

                                             Nine Months        Nine Months
                                                Ended              Ended
                                          September 30, 2000  September 30, 1999
                                          ------------------  ------------------

OPERATING ACTIVITIES
    Net cash provided by operating activities    $8,399              $6,227
                                                --------           ---------

INVESTING ACTIVITIES
    Capital expenditures                           (667)             (1,868)
    Proceeds from sale of equipment                  34                  74
    Decrease (increase) in other assets               5                 (34)
                                                --------           ---------
Net cash (used in) investing activities            (628)             (1,828)
                                                --------           ---------

FINANCING ACTIVITIES
  Net proceeds from bank facility                 9,500              16,000
  Payments on bank facility                     (17,000)            (20,500)
  Deferred loan cost                               (330)                (32)
                                                --------           ---------
Net cash (used in) financing activities          (7,830)             (4,532)
                                                --------           ---------

NET (DECREASE) IN CASH AND CASH EQUIVALENTS         (59)               (133)

Cash and cash equivalents, beginning of period       94                 301
                                                --------           ---------
Cash and cash equivalents, end of period            $35                $168
                                                ========           =========


                   See notes to condensed financial statements


                                       6

<PAGE>

                        DIAMOND TRIUMPH AUTO GLASS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1.     Significant Accounting Policies

            These interim financial statements are unaudited but, in the opinion
            of management,  reflect all adjustments  (consisting  only of normal
            recurring  adjustments)  necessary  to  present  fairly the data for
            these periods.  The interim  financial  statements should be read in
            conjunction with the audited financial  statements and notes thereto
            contained  in  Diamond's  Annual  Report on Form 10-K for the fiscal
            year ended December 31, 1999.  Diamond's results for interim periods
            are not normally indicative of results to be expected for the fiscal
            year.  Diamond's business is somewhat  seasonal,  with the first and
            fourth  calendar  quarters  of each  year  traditionally  being  its
            slowest  periods  of  activity.  This  reduced  level of  sales  has
            historically  resulted in less operating income during the first and
            fourth calendar  quarters of each year. The severity of weather also
            has an impact on Diamond's sales and operating  income,  with severe
            winter  weather  generating  increased  sales  and  income  and mild
            winters generating lower sales and income.

            Deferred Loan Costs - In March 2000, unamortized deferred loan costs
            of $504,000  (net of income  taxes of  $336,000)  related to the old
            revolving credit facility were recorded as an extraordinary  loss on
            the   extinguishment  of  outstanding  debt  under  the  old  credit
            facility,  which was  repaid  with  borrowings  under the new credit
            facility.

            Preferred  Stock - At September 30, 2000 and December 31, 1999,  the
            liquidation  value of the  Preferred  Stock  recorded  on  Diamond's
            Balance Sheet was $47,037,000 and $43,046,000,  respectively,  which
            includes  dividends of  $12,037,000  and  $8,046,000,  respectively,
            added to the liquidation value.

            Long-Term Debt:

            Credit  Facility - On March 27,  2000,  Diamond  entered  into a new
            credit facility. The new credit facility has an initial term of four
            years and  provides for  revolving  advances of up to the lesser of:
            (1) $25,000,000;  (2) the sum of 85% of Diamond's  Eligible Accounts
            Receivable  (as  defined  in the new  credit  facility)  plus 85% of
            Diamond's   Eligible   Inventory  (as  defined  in  the  new  credit
            facility),  less  certain  reserves;  or (3) an amount  equal to 1.5
            times Diamond's  EBITDA (as defined in the new credit  facility) for
            the prior twelve months. A portion of the new credit  facility,  not
            to exceed  $3,000,000  is  available  for the issuance of letters of
            credit.  Borrowings under the new credit facility bear interest,  at
            Diamond's  discretion,  at either the Chase  Manhattan Bank Rate (as
            defined in the new credit facility) or LIBOR, plus a margin of 0.50%
            for the  Chase  Manhattan  Rate and 2.25%  for the  LIBOR  Rate.  In
            addition,  a commitment  fee of 0.25% is charged  against any unused
            balance of the new credit  facility.  Interest  rates are subject to
            increases or reductions  based upon Diamond  meeting  certain EBITDA
            levels.  The proceeds of the new credit  facility are  available for
            working capital requirements and for general corporate purposes. The
            new credit facility is secured by first priority security  interests
            in all of Diamond's tangible and intangible assets. In addition, the
            new  credit  facility   contains   certain   restrictive   covenants
            including,  among other things,  the maintenance of a minimum EBITDA
            level  for the  prior  twelve  months,  as well as  restrictions  on
            additional  indebtedness,  dividends and certain  other  significant
            transactions.  At  September  30, 2000,  Diamond had no  outstanding
            borrowings   under  the  credit   facility  with  $21.7  million  in
            availability. Diamond's rolling 12-month EBITDA for the period ended
            September  30, 2000 was $16.4  million.  Subsequent to September 30,
            2000, Diamond has borrowed $2.3 million on the credit facility.

            Senior  Notes - On April 27,  2000,  Diamond  commenced  an offer to
            exchange up to $100,000,000 in aggregate principal amount of its new
            9 1/4%  Senior  Notes due 2008 (the "New  Notes") for any and all of
            its outstanding 9 1/4% Senior Notes due 2008 (the "Old Notes").  The
            terms of the New Notes are  substantially  identical to the terms of
            the  Old  Notes,  except  for  certain  transfer   restrictions  and
            registration  rights  relating to the Old Notes.  The exchange offer
            relating to the New Notes was registered under the Securities Act of
            1933,  as amended,  pursuant to a  registration  statement  that was
            declared effective by the Securities and

                                       7

<PAGE>

                        Exchange Commission on April 27, 2000. In June 2000, the
                        exchange  offer  was   consummated   with  100%  of  the
                        outstanding Old Notes being exchanged for the New Notes.


ITEM 2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL  CONDITION  AND
            RESULTS OF OPERATIONS

            Results of Operations

            The  following  table  summarizes  Diamond's  historical  results of
            operations and historical results of operations as a percentage of
            sales for the nine and three  months  ended  September  30, 2000 and
            1999.

<TABLE>
<CAPTION>
                                                             Nine Months Ended September 30,   Three Months Ended September 30,
                                                             -------------------------------   --------------------------------
                                                                   2000            1999           2000            1999
                                                             --------------    -------------   ------------   ------------
                                                               $        %        $       %       $      %       $      %
                                                             -----    -----    -----   -----   -----  -----   -----  -----
                                                                (dollars in millions)            (dollars in millions)
<S>                                                          <C>      <C>      <C>     <C>      <C>   <C>      <C>   <C>
Net Sales ................................................   142.4    100.0    128.6   100.0    48.6  100.0    43.8  100.0
Cost of Sales ............................................    44.1     31.0     39.7    30.9    14.8   30.5    13.6   31.1
                                                             -----    -----    -----   -----   -----  -----   -----  -----
Gross Profit .............................................    98.3     69.0     88.9    69.1    33.8   69.5    30.2   68.9
Operating Expenses .......................................    82.9     58.2     75.9    59.0    29.1   59.9    26.7   61.0
                                                             -----    -----    -----   -----   -----  -----   -----  -----
Income From Operations ...................................    15.4     10.8     13.0    10.1     4.7    9.7     3.5    8.0
Interest Income ..........................................    (0.1)    (0.1)      --      --      --     --      --     --
Interest Expense .........................................     8.1      5.7      8.3     6.5     2.6    5.3     2.8    6.4
                                                             -----    -----    -----   -----   -----  -----   -----  -----
                                                               8.0      5.6      8.3     6.5     2.6    5.3     2.8    6.4
                                                             -----    -----    -----   -----   -----  -----   -----  -----

Income before provision for income taxes and extraordinary
    loss on etinguishment of debt ........................     7.4      5.2      4.7     3.7     2.1    4.3     0.7    1.6
Provision for income taxes ...............................     2.9      2.0      1.8     1.4     0.8    1.6     0.3    0.7
                                                             -----    -----    -----   -----   -----  -----   -----  -----
Net income before extraordinary item .....................     4.5      3.2      2.9     2.3     1.3    2.7     0.4    0.9
Extraordinary loss on extinguishment of debt, net of taxes     0.5      0.4       --      --      --     --      --     --
                                                             -----    -----    -----   -----   -----  -----   -----  -----
Net income ...............................................     4.0      2.8      2.9     2.3     1.3    2.7     0.4    0.9
                                                             =====    =====    =====   =====   =====  =====   =====  =====

EBITDA (1) ...............................................    17.6     12.4     14.9    11.6     5.4   11.1     4.2    9.6
</TABLE>

                   -------------
                        (1) EBITDA  represents  income  before  taxes,  interest
                        expense,  depreciation and amortization  expense.  While
                        EBITDA  is not  intended  to  represent  cash  flow from
                        operations   as  defined  by  GAAP  and  should  not  be
                        considered as an indicator of operating  performance  or
                        an  alternative  to cash flow (as measured by GAAP) as a
                        measure of liquidity,  it is included  herein to provide
                        additional information with respect to Diamond's ability
                        to meet its future debt service, capital expenditure and
                        working capital requirements.


            Nine Months  Ended  September  30, 2000  Compared to Nine Months
            Ended September 30, 1999


                        Net Sales. Net sales for the nine months ended September
            30, 2000  increased by $13.8  million,  or 10.7%,  to $142.4 million
            from $128.6  million for the nine months ended  September  30, 1999.
            Replacement  unit volume increased 1.3% during the nine months ended
            September 30, 2000  compared to the nine months ended  September 30,
            1999.  Diamond  experienced  an increase in its average  revenue per
            replacement  unit of 8.9% for the nine months  ended  September  30,
            2000  compared to the nine months  ended  September  30,  1999.  The
            increase  in  Diamond's  average  revenue per  replacement  unit was
            primarily attributable to an increase in demand related to inclement
            weather  conditions   experienced  throughout  a  large  portion  of
            Diamond's  network  in the first  quarter  of 2000 and an  increased
            percentage  of  higher  revenue-generating   replacement  units.  In
            addition, during the nine months ended September 30, 2000, there was
            a net opening of three new service centers.


                                       8

<PAGE>

                        Gross  Profit.  Gross  profit for the nine months  ended
            September  30, 2000  increased by $9.4 million,  or 10.6%,  to $98.3
            million from $88.9  million for the nine months ended  September 30,
            1999.  The  increase  in  gross  profit  for the nine  months  ended
            September  30,  2000 was due to an increase in net sales and average
            revenue per replacement unit as discussed  above.  Gross profit as a
            percentage of net sales for the nine months ended September 30, 2000
            decreased  slightly  to 69.0% from 69.1% for the nine  months  ended
            September 30, 1999. The decrease in gross profit  percentage for the
            nine  months  ended  September  30,  2000 was due to an  increase in
            product costs compared to the nine months ended  September 30, 1999,
            which was offset by an increase in average  revenue per  replacement
            unit.

                        Operating  Expenses.  Operating  expenses  for the  nine
            months ended September 30, 2000 increased by $7.0 million,  or 9.2%,
            to $82.9  million  from  $75.9  million  for the nine  months  ended
            September 30, 1999.  The operating  expense  increase was due to the
            expansion  of capacity  within  Diamond's  existing  service  center
            network,  an increase in wage  expense  caused by certain  wage rate
            pressures, primarily at the service center level, and to an increase
            in vehicle related expenses,  particularly  increased fuel costs due
            to rising gas prices.  Operating  expenses as a percentage  of sales
            decreased to 58.2% for the nine months ended September 30, 2000 from
            59.0% for the nine months ended  September 30, 1999. The decrease in
            operating   expenses  as  a   percentage   of  sales  is   primarily
            attributable  to an increase  in net sales and certain  efficiencies
            achieved within the service center and back office operations.

                        Depreciation  and  amortization  expense  for the period
            ending  September 30, 2000 increased by $0.2 million,  or 10.5%,  to
            $2.1  million  from $1.9  million for the same period in 1999.  This
            increase is  attributable  to an increase  in  amortization  expense
            related  to  the  implementation  of  certain  sales,   billing  and
            financial systems software.

                        Income From Operations. Income from operations was $15.4
            million for the nine months  ended  September  30, 2000 versus $13.0
            million for the same period ending  September 30, 1999.  Income from
            operations as a percentage of sales  increased to 10.8% for the nine
            months ended September 30, 2000 from 10.1% for the nine months ended
            September 30, 1999. The increases were  attributable to the increase
            in net sales and gross profit and a decrease in  operating  expenses
            as a percentage of sales due to the factors discussed above.

                        Interest  Expense.  Interest expense for the nine months
            ended September 30, 2000 decreased $0.2 million to $8.1 million from
            $8.3 million for the nine months  ended  September  30,  1999.  Cash
            interest  expense  was  $7.4  million  for  the  nine  months  ended
            September  30,  2000  compared  to $7.6  million for the nine months
            ended September 30, 1999.

                        Net Income Before  Extraordinary Item. Net income before
            the extraordinary  item for the nine months ended September 30, 2000
            increased  by $1.6  million,  or 55.2%,  to $4.5  million  from $2.9
            million for the nine months ended  September 30, 1999. This increase
            was due to the $2.4 million  increase in income from  operations  as
            discussed above.

                        Net  Income.  Net  income  for  the  nine  months  ended
            September  30, 2000  increased by $1.1  million,  or 37.9%,  to $4.0
            million from $2.9 million for the nine months  ended  September  30,
            1999. Net income as a percentage of sales  increased to 2.8% for the
            nine months ended  September  30, 2000 from 2.3% for the nine months
            ended  September 30, 1999. The increase in net income and net income
            margin  during the nine months ended  September 30, 2000 compared to
            the nine months ended  September  30, 1999 was  primarily due to the
            increase in net income  before the  extraordinary  item as discussed
            above.  This  increase  was offset by a $0.5  million  extraordinary
            loss, net of taxes,  related to the extinguishment of debt under the
            old credit facility,  which was repaid with borrowings under the new
            credit facility.

                        EBITDA.  EBITDA was $17.6  million  for the nine  months
            ended September 30, 2000,  representing an increase of $2.7 million,
            or 18.1%,  as  compared to $14.9  million for the nine months  ended
            September  30, 1999.  EBITDA as a percentage  of sales  increased to
            12.4% for the nine months  ended  September  30, 2000 from 11.6% for
            the nine months ended September 30, 1999. The increase in EBITDA and
            EBITDA  margin for the nine  months  ended  September  30,  2000 was
            primarily  due to the increase in

                                       9

<PAGE>

            sales  compared to the nine months ended  September 30, 1999,  and a
            decrease in operating expenses as a percentage of sales as discussed
            above.


            Three Months Ended September 30, 2000 Compared to Three Months Ended
            September 30, 1999


                        Net  Sales.   Net  sales  for  the  three  months  ended
            September  30, 2000  increased by $4.8 million,  or 11.0%,  to $48.6
            million from $43.8 million for the three months ended  September 30,
            1999. Replacement unit volume decreased 2.7% during the three months
            ended  September  30,  2000  compared  to  the  three  months  ended
            September 30, 1999.  Diamond  experienced an increase in its average
            revenue per  replacement  unit for the three months ended  September
            30, 2000 compared to the three months ended  September 30, 1999. The
            increase  in  Diamond's  average  revenue per  replacement  unit was
            primarily   attributable  to  an  increased   percentage  of  higher
            revenue-generating replacement units.

                        Gross  Profit.  Gross  profit for the three months ended
            September  30, 2000  increased by $3.6 million,  or 11.9%,  to $33.8
            million from $30.2 million for the three months ended  September 30,
            1999.  The  increase  in gross  profit  for the three  months  ended
            September  30,  2000 was due to an increase in net sales and average
            revenue per replacement unit as discussed  above.  Gross profit as a
            percentage  of net sales for the three  months ended  September  30,
            2000  increased  to 69.5%  from  68.9%  for the three  months  ended
            September 30, 1999. The increase in gross profit  percentage for the
            three  months  ended  September  30,  2000 was due to an increase in
            average  revenue per  replacement  unit compared to the three months
            ended September 30, 1999.

                        Operating  Expenses.  Operating  expenses  for the three
            months ended September 30, 2000 increased by $2.4 million,  or 9.0%,
            to $29.1  million  from $26.7  million  for the three  months  ended
            September  30, 1999.  A material  portion of the  operating  expense
            increase was due to higher wage expense  caused by certain wage rate
            pressures, primarily at the service center level, and to an increase
            in vehicle related expenses,  particularly  increased fuel costs due
            to rising gas prices.  Operating  expenses as a percentage  of sales
            decreased  to 59.9% for the three months  ended  September  30, 2000
            from  61.0% for the three  months  ended  September  30,  1999.  The
            decrease in operating expenses as a percentage of sales is primarily
            attributable  to an increase  in net sales and certain  efficiencies
            achieved within the service center and back office operations.

                        Depreciation  and  amortization  expense  for the period
            ending  September  30, 2000  remained  constant  at $0.7  million in
            comparison  to the same period in 1999.  This expense was  primarily
            related to costs incurred for the  implementation  of certain sales,
            billing and financial systems software.

                        Income From Operations. Income from operations increased
            by $1.2 million, or 34.3%, to $4.7 million from $3.5 million for the
            three months ended  September 30, 1999.  Income from operations as a
            percentage  of sales  increased  to 9.7% for the three  months ended
            September  30, 2000 from 8.0% for the three months  ended  September
            30, 1999.  These increases were  attributable to the increase in net
            sales and gross  profit and  decrease  in  operating  expenses  as a
            percentage of sales due to the factors discussed above.

                        Interest Expense.  Interest expense for the three months
            ended September 30, 2000 decreased $0.2 million to $2.6 million from
            $2.8  million for the three months ended  September  30, 1999.  Cash
            interest  expense  was  $2.3  million  for the  three  months  ended
            September  30, 2000  compared to $2.5  million for the three  months
            ended September 30, 1999.

                        Net  Income.  Net  income  for the  three  months  ended
            September  30, 2000  increased by $0.9 million,  or 225.0%,  to $1.3
            million from $0.4 million for the three months ended  September  30,
            1999. Net income as a percentage of sales  increased to 2.7% for the
            three months ended September 30, 2000 from 0.9% for the three months
            ended  September 30, 1999. The increase in net income and net income
            margin during the three months ended  September 30, 2000 compared to
            the three months ended  September  30,

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<PAGE>

            1999 was  primarily  due to the higher  income from  operations  and
            lower interest expense as discussed above.

                        EBITDA.  EBITDA was $5.4  million  for the three  months
            ended September 30, 2000,  representing an increase of $1.2 million,
            or 28.6%,  as compared to $4.2  million for the three  months  ended
            September  30, 1999.  EBITDA as a percentage  of sales  increased to
            11.1% for the three  months ended  September  30, 2000 from 9.6% for
            the three months ended  September  30, 1999.  The increase in EBITDA
            and EBITDA margin for the three months ended  September 30, 2000 was
            primarily  due to the  increase  in net sales  compared to the three
            months ended September 30, 1999 and a decrease in operating expenses
            as a percentage of sales as discussed above.

            Liquidity and Capital Resources

                        Diamond's need for liquidity  will arise  primarily from
            the interest  payable on the senior notes,  the new credit  facility
            and the  funding  of  Diamond's  capital  expenditures  and  working
            capital  requirements.  There are no mandatory principal payments on
            the  senior  notes  prior to their  maturity  on April 1,  2008 and,
            except  to the  extent  that the  amount  outstanding  under the new
            credit facility exceeds the borrowing base  thereunder,  no required
            payments  of  principal  on the new  credit  facility  prior  to its
            expiration on March 27, 2004.

                        Net Cash  Provided  by  Operating  Activities.  Net cash
            provided by operating activities for the nine months ended September
            30, 2000 increased by $2.2 million to $8.4 million from $6.2 million
            for the nine months  ended  September  30,  1999.  The  increase was
            primarily  attributable to lower working capital requirements in the
            nine months  ended  September  30, 2000  compared to the nine months
            ended  September  30, 1999. In  particular,  there was a decrease in
            inventory  for the nine  months  ended  September  30,  2000 of $0.1
            million compared to a $2.0 million  inventory  increase for the nine
            months ended September 30, 1999. In addition,  deferred income taxes
            decreased by $2.5 million over the nine months ended  September  30,
            2000.  This was coupled with an increase in accounts  receivable  of
            $5.7 million for the nine months ended  September  30, 2000 compared
            to a $3.0 million  increase for the nine months ended  September 30,
            1999.

                        Net Cash Used in Investing Activities.  Net cash used in
            investing  activities  for the nine months ended  September 30, 2000
            was $0.6  million  compared to $1.8 million in the nine months ended
            September  30,  1999.  The  primary  reason for the  variance  was a
            decrease  in  capital   expenditures.   Diamond  is   currently
            evaluating   software  to  upgrade   and  replace   certain  of  its
            application software including,  but not limited to, its purchasing,
            inventory and distribution systems.

                        Net Cash Used in Financing Activities.  Net cash used by
            financing activities in the nine months ended September 30, 2000 was
            $7.8  million  compared  to $4.5  million in the nine  months  ended
            September 30, 1999. During the nine months ended September 30, 2000,
            Diamond repaid $7.5 million,  net of outstanding  borrowings,  under
            its credit facility and paid $0.3 million in loan costs.

                        Capital Expenditures.  Capital expenditures for the nine
            months ended  September 30, 2000 were $0.7  million,  as compared to
            $1.9 million for the nine months ended  September 30, 1999.  Capital
            expenditures  for the nine months ended September 30, 2000 were made
            primarily  to fund the  continued  upgrade of  Diamond's  management
            information  systems.  Diamond is currently  evaluating  software to
            upgrade and replace certain of its application  software  including,
            but not  limited  to, its  purchasing,  inventory  and  distribution
            systems.

                        Liquidity.  Management  believes  that Diamond will have
            adequate capital resources and liquidity to satisfy its debt service
            obligations,   working   capital   needs  and  capital   expenditure
            requirements,  including those related to the opening of new service
            centers for the foreseeable future.  Diamond's capital resources and
            liquidity are expected to be provided by Diamond's net cash provided
            by operating activities and borrowings under the credit facility.

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<PAGE>

            Forward-Looking Statements

                        Readers  are   cautioned   that  there  are   statements
            contained  in this  report  which are  "forward-looking"  statements
            within the meaning of the Private  Securities  Litigation Reform Act
            of 1995 (the "Act").  Forward-looking  statements include statements
            which are predictive in nature, which depend upon or refer to future
            events  or  conditions,  which  include  words  such  as  "expects,"
            "anticipates,"   "intends,"  "plans,"  "believes,"  "estimates,"  or
            similar expressions.  In addition,  any statements concerning future
            financial performance (including future revenues, earnings or growth
            rates),  ongoing  business  strategies  or  prospects,  and possible
            future  actions,  which  may be  provided  by  management,  are also
            forward-looking  statements  as defined by the Act.  Forward-looking
            statements are based on current  expectations and projections  about
            future  events  and  are  subject  to  risks,   uncertainties,   and
            assumptions  about  Diamond,  economic  and market  factors  and the
            industries in which Diamond does business, among other things. These
            statements are not guarantees of future  performance and Diamond has
            no specific intention to update these statements.

                        These    forward-looking     statements,     like    any
            forward-looking  statements,  involve risks and  uncertainties  that
            could cause actual results to differ materially from those projected
            or anticipated.  The risks and  uncertainties  include the effect of
            overall economic and business  conditions,  the demand for Diamond's
            products  and  services,  regulatory  uncertainties,  the  impact of
            competitive  products and pricing,  changes in  customers'  ordering
            patterns and potential system interruptions. This list should not be
            construed  as  exhaustive.  Our  prospectus  dated  April  27,  2000
            relating to our exchange  offer details some of the  important  risk
            factors.




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<PAGE>

                                     PART II

                                OTHER INFORMATION


            ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K
                        (a)      Exhibits
                                 Exhibit 27  - Financial Data Schedule
                        (b)      Reports on Form 8-K
                                 There  were no  reports  on Form 8-K filed
                                 during the quarter ended September 30, 2000.


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<PAGE>



                                    SIGNATURE

                         Pursuant to the requirements of the Securities Exchange
               Act of 1934,  the  Registrant  has duly  caused this report to be
               signed  on  its  behalf  by  the   undersigned   thereunto   duly
               authorized.

                                            DIAMOND TRIUMPH AUTO GLASS, INC.


     Date: November 10, 2000                By: /s/ Michael A. Sumsky
                                            --------------------------------
                                            Name:  Michael A. Sumsky
                                            Title: Executive Vice President
                                                   Chief Financial Officer
                                                   and General Counsel
                                                   (Principal Financial and
                                                   Chief Accounting Officer)


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